This level starts out with three orange platforms, with each platform hosting a Koopa Troopa. Underneath the second platform resides a ? Block that contains a power-up. If Mario hits the bottom of the orange platforms, they will bounce slightly. After the first abyss, the player will encounter a Lakitu. Mario can defeat the Lakitu and take its cloud. Using the cloud, Mario can ride to the top of the level, where there is a line of coins goes into the sky. The first Star Coin is located there, right before the second set of orange platforms. The player will find several coins and blocks in the area. Past there, two more small abysses can be found, followed by a cage of Brick Blocks containing a few coins. Another Lakitu will appear by this point. Once again, three orange platforms hosting Koopa Troopas on top can be found, followed by a Warp Pipe within an abyss. To the right of this pipe is the second Star Coin, hidden underneath a small mass of land. Mario should Ground Pound some Brick Blocks to obtain the Star Coin. A red pipe can then be found, along with several Brick Blocks and ? Blocks. Located high above the cluster of blocks reside several coins which are only accessible via the use of a Lakitu's Cloud. Near the cluster of blocks is the checkpoint. Another Lakitu can be found, along with several blocks and two pipes. By entering the green pipe, the player will be shot into a Coin Heaven. The final Star Coin is located in the Coin Heaven. Mario will have to run across tilting Mushroom Platforms to get to the Goal Pole.